ONGC, IndianOil and GAIL (India), country’s prized PSUs, or Maharatnas, are among the 20-odd public sector undertakings (PSUs) that do not have a woman director on their boards, in contravention of the requirements of the Companies Act, 2013, as well as SEBI norms. Other notable PSUs that fail to meet the stipulated corporate governance norm include Bharat Petroleum Corporation Ltd (BPCL), Power Finance Corporation (PFC), Rural Electrification Corporation (REC) and Container Corporation of India (Concor), according to data compiled by indianboards.com.
To be fair, ONGC, GAIL and BPCL did have woman directors till as recently as January. IOC’s last woman director ceased to hold that office in October 2015. In all these instances, the woman director was a government nominee replaced by a male nominee.
It is routine for the Centre to replace its nominees on the boards of PSUs — the reason could be a change in the nominee’s job profile due to a promotion or transfer. However, the replacement of women directors in these enterprises has led to the position lying vacant for three months or more. Corporate governance regulations require the vacancy of a woman director to be filled before the next board meeting or three months from the start of the vacancy, whichever is later.
Other PSUs that are not in compliance with the regulations include Chennai Petroleum Corporation Ltd, Madras Fertilisers and National Fertilisers. Two public sector banks — Oriental Bank of Commerce and Syndicate Bank — were also without a woman director as on April 9.
A mid-March note of proxy advisory firm Institutional Investors Advisory Services (IiAS) says non-compliance of PSUs is not limited to the lack of woman directors. A study conducted by it in 2015-16 found that 31 out 46 listed PSU boards did not have adequate representation of independent directors as well. It also noted that often PSUs defend themselves on the failure to appoint woman directors, placing the onus on the parent ministry.
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